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Share Vesting Agreement
"I need a Share Vesting Agreement under Hong Kong law for granting 50,000 ordinary shares to our new CTO, with a 4-year vesting period starting March 1, 2025, including a 1-year cliff and quarterly vesting thereafter."
1. Parties: Identification of the company issuing the shares and the recipient(s) of the shares subject to vesting
2. Background: Context of the agreement, including the company's share capital structure and purpose of the vesting arrangement
3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation
4. Grant of Shares: Details of the shares being granted, including number, class, and nominal value
5. Vesting Schedule: Specific timeline and conditions for the vesting of shares, including any cliff period and vesting increments
6. Vesting Conditions: Performance metrics, time-based conditions, or other requirements that must be met for vesting to occur
7. Share Rights and Restrictions: Rights attached to the shares and any restrictions on transfer or disposal before vesting
8. Termination Provisions: Consequences of various termination scenarios on unvested shares
9. Company's Rights and Obligations: Company's commitments and rights regarding the vesting shares and administration of the vesting program
10. Recipient's Representations and Warranties: Confirmations and promises made by the share recipient
11. Tax Provisions: Treatment of tax obligations and responsibilities of parties
12. Confidentiality: Obligations regarding confidential information
13. General Provisions: Standard contractual provisions including governing law, notices, and amendments
1. Employment Status: Required when vesting is tied to employment status - defines relationship between employment and vesting rights
2. Good/Bad Leaver Provisions: Used when different treatment is desired based on circumstances of recipient's departure
3. Accelerated Vesting: Include when specific events (e.g., change of control) can trigger immediate vesting
4. Shareholders' Agreement Compliance: Required when recipient must adhere to existing shareholders' agreement
5. Corporate Governance Participation: Include when defining recipient's rights to participate in corporate governance
6. Non-Competition and Non-Solicitation: Added when restrictive covenants are required as part of the vesting arrangement
7. Drag-Along and Tag-Along Rights: Include when recipients need to participate in future sale scenarios
8. Put and Call Options: Used when parties want rights to force sale/purchase of vested shares
1. Vesting Schedule Details: Detailed breakdown of vesting dates, percentages, and milestone requirements
2. Share Certificate Specimen: Sample share certificate format and required legends
3. Performance Metrics: Detailed description of any performance-based vesting conditions
4. Corporate Information: Key company details, share capital structure, and existing shareholders
5. Tax Calculations: Examples of tax treatment and calculations
6. Required Notices and Forms: Templates for notices required during vesting process
7. Shareholders' Rights Summary: Summary of rights attached to shares post-vesting
Authors
Share Grant
Vesting Schedule
Vesting Conditions
Share Rights
Transfer Restrictions
Voting Rights
Dividend Rights
Termination Provisions
Good/Bad Leaver
Accelerated Vesting
Company Repurchase Rights
Tax Obligations
Representations and Warranties
Confidentiality
Non-Competition
Non-Solicitation
Share Certificate Issuance
Tag-Along Rights
Drag-Along Rights
Put and Call Options
Change of Control
IPO Provisions
Shareholder Obligations
Corporate Governance
Information Rights
Powers of Attorney
Notices
Assignment
Amendment
Severability
Entire Agreement
Governing Law
Dispute Resolution
Force Majeure
Costs and Expenses
Third Party Rights
Counterparts
Technology
Financial Services
Professional Services
Startups
E-commerce
Manufacturing
Healthcare
Education Technology
Biotechnology
Real Estate
Consulting
Media and Entertainment
Retail
Software Development
Telecommunications
Legal
Human Resources
Finance
Executive Leadership
Corporate Secretarial
Compliance
Operations
Administrative
Compensation & Benefits
Corporate Development
CEO
Founder
Co-founder
Chief Financial Officer
Chief Technology Officer
Senior Executive
Director
Board Member
Senior Manager
Department Head
Key Employee
Technical Lead
Principal Engineer
Senior Developer
Sales Director
Product Manager
HR Director
General Counsel
Company Secretary
Investment Manager
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